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Executive Summary

Introduction

New Choices Entertainment is developing and plans to market a new proprietary portable and mobileantenna, designed to mobilize today’s home entertainment market. New Choices’ revolutionary product consists of its patented Antenna Tuner Array, together with related, smart-phone enabled Apps and cloud-based network operations center.

The patented Antenna Tuner Array, configured in several designs, will enable users to watch multi-channel broadcast television in true high definition (1080i/1080p) integrated with streaming Internet content on devices as compact as their smartphone display or as large as their large format displays -- without the use of any other home entertainment device.

newChoicetv negates the need for the quintessential set top box and renders home entertainment truly portable. The Apps included with newChoicetv will enable users to consolidate their entertainment content libraries, together with online content (whether broadcast or streamed), and shift seamlessly between a wide variety of home entertainment offerings for television viewing in high definition.

Together, an Antenna Tuner Array, the accompanying Apps, and a cloud-based network operations center will serve as our “Managed Hardware Environment.” The Managed Hardware Environment will facilitate the inclusion of virtually all legal and licensed content, which will include free, premium, On Demand and Pay-Per-View programming, with adaptable parental controls. The Managed Hardware Environment is being designed to facilitate real time, automatic updates, keeping the user’s content availability information consistently current - all while remaining remarkably easy to use by the consumer.

New Choices expects to market newChoicetv online, directly to consumers, through strategic marketing partners and is exploring opportunities to license its intellectual property to companies focused on different segments of the global market.

While newChoicetv will be introduced initially to the U.S. market, New Choices believes that the greatest market opportunity lies in parts of the world unreachable by wired broadband. As such, when released, newChoicetv will be bi-lingual, enabling Spanish-speaking users to benefit from its market changing features. Additional languages are planned for wider distribution.

The Market

The introduction of Internet Television in 2006 brought about a transformation of the home entertainment industry but not in the ways that early vendors expected. The would be Cord Cutters that were expected to “cut the cord” were thwarted by the bundlers: Cable, Telco and Satellite. Maintaining a strong grip on delivery of real-time content, a monopoly on premium contentand the ability to leverage consumers into double or triple plays, the bundlers extended their hold on home entertainment.

The transformation of the home entertainment industry occurred more as a result of the American public changing its viewing habits than as a result of the advent of Internet Television. Led by members of Generation X and Millennials, who grew up with digital technology, consumers changed the way they watch television. Increasingly, viewers use their computers, tablets and smartphones to access content, when they wish to view it sometimes sacrificing large format, high definition in the process. And, their demand for true mobility forced the providers of premium content to chase the market introducing Showtime add-ons to Hulu and Amazon Prime, Starz add-ons to Amazon Prime and, finally, HBO Now from one of the last bastions of bundled content, Time Warner, in 2016.

Now, a consumer doesn’t need the bundlers for premium content or for content watchable the day after the content airs. And, consumers are free to access the Internet widely using Wi-Fi. However, viewing of multi-channel real time content and its recording remained the domain of the bundlers until now. The New Choices patented Antenna Tuner Array enables users to watch diverse multi-channel broadcast television in true high definition (1080i/1080p) without subscribing to a bundler. And, for those consumers subscribing to an Internet provider, the New Choices patented Antenna Tuner Array saves bandwidth by facilitating the watching, recording or both of up to six HDTV broadcast channels simultaneously without using any Internet bandwidth. While a small percentage of current television viewers receive content over the air, most subscribe to cable, telco or satellite. More recently, Internet delivery options including small cable operators, who say they are gradually being pushed out of the TV business as subscribers drop their expensive TV subscriptions and watch shows on cheaper Internet video services, and companies such as netBlazr in Boston, Massachusetts are providing Internet-only solutions to consumers.

According to the National Cable & Telecommunications Association (“NCTA”), over the past twenty years, Cable’s market share has dropped significantly while Satellite and Telco providers now serve nearly 50% of subscribers. Yet, a tectonic shift is coming to the overall industry as the premium networks, motivated by shrinking subscriptions to bundled packages, move to a la carte offerings making their premium content available as “Add-on Subscriptions” to services such as Amazon Prime and Hulu. Fourteen (14%) percent of Americans receive their cable from companies with a million subscribers or fewer. Little-known companies such as Ringgold Telephone Co. in Georgia and BTC Broadband in Bixby, Oklahoma have recently adopted Internet only business models, and no longer offer cable TV. The Internet only model bodes well for NewChoices as these providers become potential partners with whom New Choices could bundle its home entertainment solutions. These providers deliver Internet at speeds ranging from 15Mbps to as high as 40Mbps, enabling subscribers to use these services to receive dramatically increased Internet content while receiving their mainstream network broadcasts digitally via locally transmitted channels in full high definition (1080i/1080p). newChoicetv customers will benefit from the increased bandwidth by using the newChoicetv solution, which provides content convergence and manages that content for our customers. New Choices’ solution and its operating system, results from the management team’s collective research and development and individual efforts spanning years of market observation and study. Whether directly or through strategic marketing partners, New Choices will offer the consumer the freedom and flexibility to define how they watch, what they watch and when they watch television—to create and customize their personal entertainment experience.

Market Opportunity

According to the National Cable & Telecommunications Association (“NCTA”), 126 million American homes have access to cable high-speed Internet (“HSI”), a market penetration of 93%. Of the homes passed by HSI, 53 million subscribe to cable video service, down from a high of 67 million homes ten years ago. The balance of the HSI market is split between direct broadcast satellite (“DBS”) at 34 million homes, phone lines/data lines at 11 million homes and 28 million homes that choose not to subscribe to any video service.

New Choices expects its principal market to consist of: (1) the Over-the-Air homes, homes which have opted not to subscribe to video entertainment services; (2) homes that leave legacy systems to take advantage of the Internet offerings from the new technology carriers; and, (3) consumers wishing a truly portable experience using their smartphone or tablet as their primary viewing device coupled with our most full-featured Antenna Tuner Array.

New Choices believes that the greatest market opportunity for its patented Antenna Tuner Array lies in parts of the world unreachable by wired broadband. As such, when released, newChoicetv will be bi-lingual, enabling Spanish-speaking users to benefit from its market changing features. Additional languages are planned for wider distribution.

Competition

TiVo’s Roamio OTA, Channel Master’s DVR+, Tablo 4 and Simple.tv each offer solutions that address the Over The Air (“OTA”) market. However, that said, three out of the four do not recommend an HDTV Antenna (“High Definition Television”). And, the one that recommends an Antenna (Channel Master) states unequivocally that the Antenna it recommends has a 35 mile range.New Choices ALPHA prototype Antenna Tuner Array has achieved a range of 65 miles and routinely receives signals from a distance of 50 miles. And, that signal reception remains constant while receiving multiple signals unlike the result experienced with all other HDTV antennas. All other HDTV antennas’ signal reception lessens as tuners attempt to tune different channels using the same antenna. Because 1 antenna connects to 4 tuners in the TiVo Roamio OTA and Tablo 4 and 2 tuners in the Channel Master and Simple.tv, they each get at most 1/2 of the signal, however in practice more likely 1/5 signal in the case of the Channel Master and Simple.tv or 1/10 in the case of the TiVo Roamio OTA and Tablo 4.We do not have this loss of signal because our patented Antenna Tuner Array has 4 or 6 identical antenna elements that appearasa single antenna.

Marketing & Sales

New Choices expects to drive demand through entertainment value, full feature capability, convenience, programming flexibility and ease of use. The newChoicetv Antenna Tuner Array is expected to retail initially for between $99 and $499, configuration dependant, and will be offered online at NewChoiceTV.com and through strategic marketing partners.

New Choices plans to introduce English, French and Spanish language versions for North American distribution. New Choices is also planning to build distribution networks throughout Central and South America. Established team-member contacts will expedite the international marketing effort.

Facilities

New Choices maintains a headquarters presence in Delray Beach, Florida and its management operates virtually, with the technical team concentrated in Southeast Florida. Our technical team has been working virtually since inception and will continue to work somewhat virtually through developmentof our BETA newChoicetv prototypes. Once the BETA prototypes are completed, which we forecast about the end of December, 2016, the technical team will move intooffice space under an extended lease.

Intellectual Property & Key Processes

New Choices is pursuing the trademarking of its company identity and other branding initiatives. On September 6th, 2014, New Choices filed a utility patent application on its proprietary Antenna Tuner Array and our patent was allowed on March 1st, 2016.Our proprietary, patentedAntenna Tuner Array facilitates the simultaneous reception of multiple broadcast transmissions in true high definition – 1080i/1080p, a standard significantly higher than that delivered by cable, telco or satellite providers. As indicated in the CIP Patent Application filed by New Choices on March 7th, 2015, the Antenna Tuner Array will be available in four and six channel models configured with features as simple as amplifier and tuner and as complex as an internal processor and SSD enabling New Choices to address the Home Theater PC market as well as many of the Generation “X” and Millennial users who would enjoy connecting our Antenna Tuner Array to their computer, notebook, pad or smartphone. New Choices filed its PCT Application on April 9th, 2015. To the extent we develop additional patentable technology, we intend to file additional patent applications.

Key Team Members

Mark B. Rossow, Chief Executive Officer

Mr. Rossow is an experienced sales, marketing and operational strategy entrepreneur and executive, with extensive experience in diversified industrial, technology and media start-ups.

Mr. Rossow founded and was Chief Executive Officer of two internet companies, ReferenceCheck.com, one of the first on-line reference checking companies, and Safe-for-Kids, an on-line e-commerce site for child proofing products. He later founded Advanced Fluid Solutions, a CPG, B2B and FMCG ​manufacturer and distributor of fluid enhancement products for the industrial, transportation and institutional markets. Mr. Rossow was also the founder of BroadCap Technologies, a manufacturer of encoder products, developer of SaaS workflow technology, and captioning agency, an end-to-end resourcefor media companies. All of the companies Mr. Rossow founded had successful exits. Mr. Rossow is a graduate of The Ohio State University.

Mark A. Gintis, Founder, Secretary & Chief Technology Officer

Mr. Gintis, is a senior engineer with a diverse career in high-technology industries. Mr. Gintis joined New Choices in November, 2010, invented our Antenna Tuner Array and has played a key role in developing the operational environment for newChoicetv and its user interface. Mr. Gintis has held positions with U.S. Digital Television, Inc. (USDTV) and Sezmi, where he designed entertainment delivery systems that were a fusion of free broadcast TV, Internet TV, on-demand TV and pay-per-view sources. His background encompasses 25 years working with major companies including AT&T, Motorola and IBM as well as starting and successfully growing his own venture, ScoreQuest, a pager based score delivery service for sports enthusiasts. Mr. Gintis holds a degree in electrical engineering from the University of Florida.

Mihir Sevak, Vice President of Engineering

Mihir Sevak is an expert in the application of Linux and in parallel/distributed processing. Mr. Sevak began his computer science education in his native India and completed his B.S. in Computer Engineering at Florida Atlantic University, Boca Raton, Florida. After receiving his degree, Mr. Sevak worked with Motorola in mobile technology and Lexis/Nexis is the area of applying super computers to data storage, access and manipulation, as well as new product development. In addition, Mr. Sevak has served as Chief Scientist at SafeMedia, a net security solutions company, and as a Set Top­ Box Embedded Engineer at Sezmi, an entertainment solutions company. Mr. Sevak serves on the Board of Directors of both iTrackr and Respondq. He is active in both the Association for Computing Machinery (“ACM”) and the Institute of Electrical & Electronics Engineers (“IEEE”) and collaborates with professors Dr. Hari Kalya of Florida Atlantic University and Dr. T.Y. Lin of San Jose State University in California in computer technology implementation research projects.

Dimitrios Theodonis, Treasurer, Chartered Accountant

Mr. Theodonis began his accounting career with Price Waterhouse in 1971, after graduating from Concordia University in Montreal, Quebec, Canada. He obtained his C.A. designation from McGill University the following year, while working at offices in Montreal, Bermuda and Athens, Greece. He then established his own accounting firm in Montreal from 1975 to 2003. Subsequently, Mr. Theodonis moved to Toronto, Ontario,Canada, where he joined Cara Operations Limited, serving in a financial and administrative role, for that company’s Swiss Chalet and Harvey’s Divisions. Presently, Mr. Theodonis has established an independent accounting practice in Toronto. He is fluent in English, Greek and French.

Joshua H. Eggnatz - General Counsel

Joshua H. Eggnatz obtained his Juris Doctorate from the Shepard Broad Law Center at Nova Southeastern University, graduating Magna Cum Laude, and his B.S. in Legal Studies, from the University of Central Florida, also graduating Magna Cum Laude. In law school, he participated in Nova's Children and Families Civil Law Clinic, where he worked as a Certified Legal Intern representing economically disadvantaged clients in family law matters. He was the Vice-President of the local chapter of The Association of Trial Lawyers of America (ATLA), and served as the Associate Managing Editor of The ILSA Law Journal of International and Comparative Law. He is admitted to practice before all Florida state courts and the United States District Courts for the Southern and Middle Districts of Florida. Mr. Eggnatz is a member of the American Bar Association, and was recently selected to Florida Super Lawyers, Rising Stars 2013.